Browse EX-10 agreements

[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

**CELL LINE LICENSE AGREEMENT **

This Cell Line License Agreement (“Agreement”), effective as of November 3, 2025 (“EFFECTIVE DATE”), is entered and made by and between WuXi Biologics (Shanghai) Co., Ltd, having an address at No. 299 Fute Zhong Road, Pudong New District, Shanghai 200131, China (collectively, “WuXi Biologics”) and **Mentari Therapeutics, Inc. **a Delaware corporation, with an office at 221 Crescent Street, Building 23, Suite 105, Waltham, MA 02453 (“Licensee”). WuXi Biologics and Licensee may be referred to herein individually as a “Party” and collectively as the “Parties.”

The Parties agree as follows:

1.	**Definitions **

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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

**BIOLOGICS MASTER SERVICES AGREEMENT **

This Biologics Master Services Agreement (this “Agreement”) is dated and effective as of October 24, 2025 (the “Effective Date”) and is between **Mentari Therapeutics, Inc., **a Delaware corporation, with an office at 221 Crescent Street, Suite 105, Waltham, MA 02453 (“Client”) and WuXi Biologics (Hong Kong) Limited, with its registered address at Unit 417, 4th Floor, Lippo Centre Tower Two, No. 89 Queensway, Admiralty, Hong Kong (“Provider”), each of Client and Provider being a “Party,” and collectively the “Parties.”

A.	Client discovers and develops biologics.

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July 10, 2026

Gregory J. Divis

[***]

[***]

[***]

Re: Offer of Employment

Dear Greg:

On behalf of the Board of Directors (the “Board”) of Mentari Therapeutics, Inc. (the “Company”), I am very pleased to offer you a position as President and Chief Executive Officer of the Company (“CEO”) pursuant to this letter agreement (the “Agreement”), provided you accept such offer as indicated by your signature below.

Your employment with the Company will commence as of July 20, 2026 (the “Effective Date”) and shall continue until terminated in accordance with Section*** 5* (such period, the “Term”). Should you not commence services upon the Effective Date or if this Agreement is otherwise terminated on or prior to the Effective Date, you hereby agree that this Agreement shall be void ab initio and of no force or effect.

1. Positions.

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July 23, 2026

Jerad G. Seurer

Address: [***]

[***]

Email: [***]

Re: Offer of Employment

Dear Jerad:

On behalf of Mentari Therapeutics, Inc. (the “Company”), I am very pleased to offer you a position as General Counsel & Corporate Secretary of the Company (the “Role”) pursuant to this letter agreement (the “Agreement”), provided you accept such offer as indicated by your signature below.

Your employment with the Company in the Role will commence as of August 3, 2026 (the “Effective Date”). Should you not commence services by the Effective Date or if this Agreement is otherwise terminated on or prior to the Effective Date, you hereby agree that this Agreement shall be void ab initio and of no force or effect.

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[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

**ANTIBODY DISCOVERY AND OPTION AGREEMENT **

THIS ANTIBODY DISCOVERY AND OPTION AGREEMENT (“Agreement”) is entered into and effective as of July 1, 2026 (the “Effective Date”), by and among Paragon Laboratories, Inc., a Delaware corporation (“Paragon”) and Mentari Therapeutics, Inc., a Delaware corporation (“Mentari”). Paragon and Mentari are also referred to herein individually as a “Party”, or collectively as the “Parties.”

**RECITALS **

WHEREAS, Paragon has developed a proprietary platform technology for the discovery and development of antibodies against therapeutically relevant targets;

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July 10, 2026

Brett Hagen

[***]

[***]

Email: [***]

Re: Offer of Employment

Dear Brett:

On behalf of Mentari Therapeutics, Inc. (the “Company”), I am very pleased to offer you a position as SVP, Finance & Chief Accounting Officer of the Company (the “Role”) pursuant to this letter agreement (the “Agreement”), provided you accept such offer as indicated by your signature below.

Your employment with the Company in the Role will commence as of August 3, 2026 (the “Effective Date”). Should you not commence services by the Effective Date or if this Agreement is otherwise terminated on or prior to the Effective Date, you hereby agree that this Agreement shall be void ab initio and of no force or effect.

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PRIVATE PLACEMENT WARRANTS AGREEMENT

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THIS PRIVATE PLACEMENT WARRANTS AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into between Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and BTIG, LLC (the “Purchaser”).

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WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units, each unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Company (each, an “Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share, as set forth in the Company’s Registration Statement on Form S-1 (File No. 333-297691) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”).

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REGISTRATION RIGHTS AGREEMENT

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THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Bluerock Acquisition Holdings II, LLC, a Delaware limited liability company (the “Sponsor”), BTIG, LLC (the “Representative”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and the Representative and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

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RECITALS

WHEREAS, the Company has 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, which are held by the Holders, up to 750,000 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, File No. 333-297691 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering (the “Offering”) of the Company’s units (the “Units”), each of which consists of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

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Exhibit 10.4

PRIVATE PLACEMENT WARRANTS AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into between Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Bluerock Acquisition Holdings II, LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units, each unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Company (each, an “Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share, as set forth in the Company’s Registration Statement on Form S-1 (File No. 333-297691) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”).

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Exhibit 10.1

[●], 2026

Bluerock Acquisition Corp. II

919 Third Avenue

New York, New York 10022

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Re: Initial Public Offering

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Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and BTIG, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adju

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Execution Version

Deal:

CUSIP: 15189FAQ0

ISIN: US15189FAQ00

Facility:

CUSIP: 15189FAR8

ISIN: US15189FAR82

** **

$1,000,000,000

THIRD AMENDED AND RESTATED

CREDIT AGREEMENT

Dated as of September 9, 2026

Among

CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC,

as Borrower,

THE BANKS PARTIES HERETO,

**WELLS FARGO BANK, NATIONAL ASSOCIATION **

and 

MIZUHO BANK, LTD., 

as Co-Syndication Agents,

**BANK OF AMERICA, N.A., CITIBANK, N.A., **

MUFG BANK, LTD., RBC CAPITAL MARKETS1

and 

BARCLAYS BANK PLC, 

as Co-Documentation Agents

and

JPMORGAN CHASE BANK, N.A., 

as Administrative Agent

**JPMORGAN CHASE BANK, N.A., MIZUHO BANK, LTD. **

and 

**WELLS FARGO SECURITIES, LLC, **

as Global Coordinators 

and

**JPMORGAN CHASE BANK, N.A., MIZUHO BANK, LTD., **

WELLS FARGO SECURITIES, LLC, **BOFA SECURITIES, INC., **

CITIBANK, N.A., MUFG BANK, LTD., 

**RBC CAPITAL MARKETS **

and

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